FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
and
CHEMICAL BANK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 14, 1996
to
SENIOR INDENTURE
Dated as of February 1, 1996
$150,000,000
7% Senior Notes due 2008
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of February 14, 1996 is between
Freeport-McMoRan Resource Partners, Limited Partnership, a
Delaware limited partnership (the "Issuer"), and Chemical
Bank, as trustee (the "Trustee"), to the Senior Indenture,
dated as of February 1, 1996 (the "Original Indenture"),
between the Issuer and the Trustee (the Original Indenture,
as supplemented by this Supplemental Indenture, is referred
to herein as the "Indenture"),
W I T N E S S E T H :
WHEREAS, the Issuer has duly authorized, as a new
series of Securities under the Indenture, its 7% Senior
Notes due 2008 (the "Senior Notes");
WHEREAS, the Issuer has duly authorized the execution
and delivery of this Supplemental Indenture to establish the
Senior Notes as a series of Securities under the Indenture
and to provide for, among other things, the issuance of and
the form and terms of the Senior Notes and certain
additional covenants; and
WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement according to its terms have been
done;
NOW, THEREFORE:
In consideration of the premises and the purchase of
the Senior Notes by the Holders thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective Holders from time to
time of the Senior Notes as follows:
ARTICLE ONE
DEFINITIONS
1.1 Certain Terms Defined. Unless otherwise defined
herein or unless the context of this First Supplemental
Indenture otherwise requires, all terms used in this First
Supplemental Indenture which are defined in the Original
Indenture shall have the meanings assigned to them in the
Original Indenture. The following terms, which are in
addition to those defined in Section 1.1 of the Original
Indenture, shall have the respective meanings specified in
this Section. Such terms shall apply only to the Senior
Notes except to the extent specifically made applicable to
any other series of Securities by the Board Resolutions,
Officer's Certificate or supplemental indenture establishing
such series of Securities as provided for in Section 2.3 of
the Original Indenture.
"Attributable Debt" when used in connection with a sale
and lease-back transaction means, at the time of
determination, the lesser of: (a) the fair value of such
property (as determined in good faith by the Administrative
Managing General Partner); or (b) the then present value of
the total net amount of rent required to be paid under the
lease in respect of such sale and lease-back transaction
during the remaining term thereof (including any renewal
term or period for which such lease has been extended) or
until the earlier date on which the lessee may terminate
such lease upon payment of a penalty or a lump-sum
termination payment (in which case the total net rent shall
include such penalty or termination payment), computed by
discounting from the respective due dates to such dates such
total net amount of rent at the actual interest factor
included in such rent or implicit in the terms of the
applicable sale and lease-back transaction, as determined in
good faith by the Issuer. For purposes of the foregoing
definition, rent shall not include amounts required to be
paid by the lessee, whether or not designated as rent or
additional rent, on account of or contingent upon
maintenance and repair, insurance, taxes, assessments, water
rates and similar charges.
"Capital Lease Obligation" of any Person means the
obligation to pay rent or other payment amounts under a
lease of (or other Debt arrangements conveying the right to
use) real or personal property of such Person which is
required to be classified and accounted for as a capital
lease or a liability on the face of a balance sheet of such
Person in accordance with generally accepted accounting
principles.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term
of the Senior Notes that would be utilized, at the time of
selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Senior
Notes. "Independent Investment Banker" means Xxxxxx
Brothers Inc. or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent
investment banking institution of national standing
appointed by the Issuer.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third Business
Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such
prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains
fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations.
"Consolidated Net Tangible Assets" means at any date
the consolidated assets of the Issuer and its consolidated
Subsidiaries, including all investments by the Issuer or its
consolidated Subsidiaries in other Persons (less applicable
reserves and other properly deductible items), after
deducting therefrom (i) all current liabilities of the
Issuer and its consolidated Subsidiaries, (ii) current
maturities of long-term debt and (iii) current maturities of
obligations under capital leases, less all goodwill (or plus
if negative goodwill), trade names, trademarks, patents,
unamortized debt discount and other like intangibles, all as
included on the most recent consolidated balance sheet of
the Issuer and its consolidated Subsidiaries.
"Debt" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the
assets of such Person, and whether or not contingent, (i)
all obligations of such Person for money borrowed, including
all obligations for the repayment of debt and payments of
other amounts, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred
purchase price of property or services, except accounts
payable arising in the ordinary course of business, (iv) all
Capital Lease Obligations of such Person, (v) all Debt of
others secured by any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind on any asset of
such Person and (vi) all Debt of others guaranteed by such
Person or for the payment of which such Person is directly
or indirectly responsible.
"First Supplemental Indenture" means this First
Supplemental Indenture dated as of February 14, 1996 by and
between the Issuer and the Trustee.
"FRP-FTX Credit Agreement" means that certain
$400,000,000 Credit Agreement dated as of June 30, 1995
among the Issuer, Freeport-McMoRan Inc., the banks party
thereto (the "Banks"), Chemical Bank, a New York banking
corporation, as Administrative Agent for the Banks and as
FRP Collateral Agent and as FTX Collateral Agent for the
Banks and The Chase Manhattan Bank (National Association), a
national banking association, as Documentary Agent for the
Banks, as the same may hereafter be amended, supplemented,
restated, replaced, refinanced or otherwise modified.
"Interest Payment Dates" means the dates set forth as
such in Section 2.3(3) hereof.
"IMC-Agrico" means IMC-Agrico Company, a Delaware
general partnership.
"IMC-Agrico Credit Agreement" means that certain Credit
Agreement dated as of February 9, 1994 among IMC-Agrico, the
banks party thereto (the "Banks") and Nationsbank of North
Carolina, N.A., as agent for the Banks, as the same may be
hereafter amended, supplemented, restated, replaced,
refinanced or otherwise modified.
"Lien" means, with respect to any property or assets,
any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien,
charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on
or with respect to such property or assets (including,
without limitation, any conditional sale or other title
retention agreement having substantially the same economic
effect as any of the foregoing); provided, however, that
Lien shall not include a trust established for the purpose
of defeasing any Debt, pursuant to the terms evidencing or
providing for the issuance of such Debt.
"Non-Restricted Subsidiary" means (i) any Subsidiary of
the Issuer organized after the date of this First
Supplemental Indenture for the purpose of acquiring the
stock or assets of another Person that is not a Restricted
Subsidiary or for start-up ventures or exploration programs
or activities and designated as a Non-Restricted Subsidiary
by the Administrative Managing General Partner in an
Officer's Certificate delivered to the Trustee as of the
time of its organization, (ii) any Subsidiary of any Non-
Restricted Subsidiary, and (iii) any surviving corporation
(other than the Issuer or a Restricted Subsidiary) into
which any of such corporations referred to in clause (i) or
(ii) is merged or consolidated.
"Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
"Reference Treasury Dealer" means each of Xxxxxx
Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Salomon Brothers Inc and their respective
successors; provided however, that if any of the foregoing
cease to be a primary U.S. Government Securities dealer in
New York City (a "Primary Treasury Dealer"), the Issuer
shall substitute therefor another Primary Treasury Dealer.
"Regular Record Dates" means the dates set forth as
such in Section 2.3(4).
"Restricted Subsidiary" means IMC-Agrico and any other
Subsidiary of the Issuer other than a Non-Restricted
Subsidiary.
"Senior Indebtedness" means Debt of the Issuer, whether
outstanding on the date of issue of any Subordinated Debt
Securities or thereafter created, incurred, assumed or
guaranteed by the Issuer, other than the following: (a) any
Debt as to which, in the instrument evidencing such Debt or
pursuant to which such Debt was issued, it is expressly
provided that such Debt is subordinate in right of payment
to all indebtedness of the Issuer not expressly subordinated
to such Debt; (b) any Debt which by its terms refers
explicitly to the Subordinated Debt Securities and states
that such Debt shall not be senior, shall be pari passu or
shall be subordinated in right of payment to the
Subordinated Debt Securities; and (c) with respect to any
series of Subordinated Debt Securities, any Debt of the
Issuer evidenced by Subordinated Debt Securities of the same
or of another series. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness shall not
include: (x) Debt of or amounts owed by the Issuer for
compensation to employees, or for goods, materials and
services purchased in the ordinary course of business, or
(y) Debt of the Issuer to a Subsidiary.
"Subordinated Debt Securities" means any Debt issued by
the Issuer pursuant to that certain Subordinated Indenture
dated as of October 26, 1990 between the Issuer and Chemical
Bank, as successor to Manufacturers Hanover Trust Company,
as trustee, as amended and supplemented by that certain
First Supplemental Indenture dated as of February 15, 1994,
and as hereafter amended or supplemented from time to time.
"Subsidiary" means (i) with respect to the Issuer, IMC-
Agrico or (ii) with respect to any Person, (a) a corporation
more than 50% of the outstanding Voting Stock of which is
owned, directly or indirectly, by such Person or by one or
more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (b) any other Person
(other than a corporation) in which such Person, or one or
more other Subsidiaries of such Person or such Person and
one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to
direct the policies, management and affairs thereof.
"Treasury Yield" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming
a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Voting Stock" of any Person means any and all shares,
interests, participations or other equivalents (however
designated) of such Person which ordinarily has voting power
for the election of directors (or person performing similar
functions) of such Person.
ARTICLE TWO
TERMS AND ISSUANCE OF 7% SENIOR NOTES DUE 2008
SECTION 2.1. Issue of Senior Notes. A series of
Securities which shall be designated the "7% Senior Notes
due 2008" shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects
be subject to, the terms, conditions and covenants of the
Indenture (including the form of Senior Notes set forth in
Exhibit A hereto). The aggregate principal amount of Senior
Notes which may be authenticated and delivered under the
Indenture shall not exceed $150,000,000 (except for Senior
Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Senior
Notes pursuant to Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of
the Original Indenture). The Senior Notes shall have a
stated maturity of February 15, 2008. The entire amount of
Senior Notes may forthwith be executed by the Issuer and
delivered to the Trustee and shall be authenticated by the
Trustee and delivered to or upon the order of the Issuer
pursuant to Section 2.4 of the Original Indenture.
As provided in the Indenture, no recourse under the
Senior Notes or the Indenture may be had against any partner
of the Issuer. Such partners have no obligations under and
are not liable in respect of the Senior Notes.
SECTION 2.2 Date of Payment of Principal. The
principal of the Senior Notes shall be payable on February
15, 2008.
SECTION 2.3 Interest.
(1) The Senior notes shall bear interest at the rate
of 7% per annum.
(2) Interest in respect of the Senior Notes shall
accrue from and including February 21, 1996 or from and
including the most recent Interest Payment Date to which
interest has been paid or duly provided for.
(3) The Interest Payment Dates on which interest shall
be payable in respect of the Senior Notes shall be February
15 and August 15 in each year, commencing August 15, 1996.
(4) The Regular Record Dates for interest in respect
of the Senior Notes shall be January 31 and July 31 (whether
or not a Business Day) in respect of the interest payable on
February 15 and August 15, respectively.
SECTION 2.4 Redemption. The Senior Notes will be
redeemable as a whole or in part, at the option of the
Issuer at any time, at a redemption price equal to the
greater of (i) 100% of their principal amount and (ii) the
sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the
date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury
Yield plus 30 basis points, plus in each case accrued
interest to the date of redemption. The notice to the
Holders of any such redemption provided for in the second
paragraph of Section 12.2 of the Original Indenture need not
set forth the redemption price but need only set forth the
calculation thereof as described in the preceding sentence.
The redemption price, calculated as aforesaid, shall be set
forth in an Officer's Certificate delivered to the Trustee
no later than two Business Days prior to the redemption
date.
SECTION 2.5 Form. The Senior Notes shall be issued in
whole in the form of one or more Registered Global
Securities and shall be substantially in the form set forth
in Exhibit A hereto. The Depositary for such Registered
Global Securities shall be The Depository Trust Company, 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 2.6 Additional Covenants. The covenants
contained in Article Three of this First Supplemental
Indenture shall apply to the Senior Notes in addition to the
covenants contained in the Original Indenture.
SECTION 2.7 Amendments to Events of Default. The
amendments to Section 5.1 of the Original Indenture
contained in Article Four of this First Supplemental
Indenture shall apply to the Senior Notes.
SECTION 2.8 Amendments to Article Nine. The
amendments to Section 9.1 of the Original Indenture
contained in Article Five of this First Supplemental
Indenture shall apply to the Senior Notes.
SECTION 2.9 Amendments to Defeasance Provisions. The
amendments to Section 10.1(B) of the Original Indenture
contained in Article Six of this First Supplemental
Indenture shall apply to the Senior Notes.
ARTICLE THREE
ADDITIONAL COVENANTS
For purposes of the Senior Notes, and solely for the
benefit of the Holders thereof, Article Three of the
Original Indenture shall be amended by adding thereto the
following additional covenants of the Issuer. Such
covenants shall apply only to the Senior Notes except to the
extent specifically made applicable to any other series of
Securities by the Board Resolutions, Officer's Certificate
or supplemental indenture establishing such series of
Securities as provided for in Section 2.3 of the Original
Indenture.
"SECTION 3.7 Limitation on Liens. (a) Except as
provided in this Section 3.7, so long as the Senior Notes
are Outstanding, the Issuer will not, and will not permit
any Restricted Subsidiary to, issue, create, assume or incur
any Lien upon any of its or their property or assets or upon
any shares of stock, indebtedness or other obligations of
any Restricted Subsidiary which secures any indebtedness for
money borrowed without in each such case effectively
providing concurrently that the Senior Notes (together with,
if the Issuer shall so determine, any other indebtedness of
or guarantee by the Issuer or such Restricted Subsidiary
ranking equally with the Senior Notes) shall be secured
equally and ratably with or prior to such secured debt so
long as such other indebtedness shall be so secured. The
foregoing restriction, however, will not apply to: (a) (i)
Liens on any property or other assets owned on the date
hereof by the Issuer or any of its Restricted Subsidiaries,
(ii) Liens on the proceeds and products of any such property
or assets, any property or assets acquired with the proceeds
of or in exchange for any such property or assets or the
accounts receivable generated from any such property or
assets and (iii) Liens on any other assets that are granted
pursuant to any agreements existing on the date hereof, in
each case to secure Debt in an aggregate amount not
exceeding the total amount committed under the FRP-FTX
Credit Agreement and the IMC-Agrico Agreement as of 3:00
p.m. (New York City time) on February 14, 1996; (b) Liens on
property, shares of stock or indebtedness or other assets
existing at the time of acquisition thereof, including
acquisition through merger, consolidation or the purchase of
assets; (c) Liens on real or personal property or assets of
the Issuer or a Restricted Subsidiary to secure Debt
incurred for the purpose of (i) financing all or any part of
the purchase price of such property or assets incurred prior
to, at the time of, or within 180 days after, the
acquisition of such property or assets or (ii) financing all
or any part of the cost of construction, improvement,
development or expansion of any such property or assets; (d)
Liens to secure Debt of a Restricted Subsidiary owing to the
Issuer and/or another Restricted Subsidiary or of the Issuer
owing to a Restricted Subsidiary; (e) Liens to secure Debt
incurred in connection with the construction, installation
or financing of pollution control or abatement facilities or
other forms of industrial revenue or development bond
financing, which Liens extend solely to the property which
is the subject thereof; (f) Liens to secure Debt issued or
guaranteed by the United States or any state or any
department, agency or instrumentality of the United States,
incurred in connection with the financing of the
construction, refurbishment or operation of any marine
vessels or other property or assets of the Issuer or any of
its Restricted Subsidiaries, which Liens extend solely to
the property which is the subject thereof; (g) Liens upon
property or assets of any Restricted Subsidiary not
incorporated in the United States that is acquired after the
date hereof (other than property or assets acquired from the
Issuer or a Restricted Subsidiary) to secure Debt of that
foreign Restricted Subsidiary; (h) Liens arising from or in
connection with a conveyance by the Issuer or any Restricted
Subsidiary of any production payment or similar obligation
or instrument with respect to any oil, gas, natural gas,
carbon dioxide, sulphur, coal or other mineral or natural
resource that is not in production as of the date hereof;
(i) Liens arising by reason of deposits necessary to obtain
standby letters of credit in the ordinary course of
business; (j) Liens in favor of customs and revenue
authorities or incurred upon any property or assets in
accordance with customary banking practice to secure any
Debt incurred by the Issuer or any Restricted Subsidiary in
connection with the exporting of goods to, or between, or
the marketing of goods, or the importing of goods from,
foreign countries, which Liens extend only to the property
or asset being so exported or imported; (k) Liens upon
property or assets sold by the Issuer or any Restricted
Subsidiary resulting from the exercise of any rights or
arising out of defaults on receivables to secure Debt
relating to the sale of such property or assets; and (l)
Liens to secure Debt incurred to extend, refinance, renew,
replace or refund (or successive extensions, refinancings,
renewals, replacements or refundings) any Debt secured by
any Lien referred to in the foregoing clauses (b) through
(k) so long as such Lien does not extend to any other
property and the amount of such Debt so secured is not
increased above the amount outstanding immediately prior to
such refinancing.
(b) Notwithstanding the provisions of Section 3.7(a),
the Issuer or any Restricted Subsidiary may create or assume
Liens not otherwise permitted by the Indenture and renew,
extend or replace such Liens, provided that at the time of
such creation, assumption or replacement, and after giving
effect thereto, the Debt so secured by any such Lien plus
any Attributable Debt does not exceed 10% of Consolidated
Net Tangible Assets as shown on a balance sheet of the
Issuer as of the end of the most recent fiscal quarter prior
to the incurrence of the Debt for which a balance sheet is
available.
SECTION 3.8 Sale and Lease-Back. So long as the
Senior Notes are Outstanding and except as otherwise
provided in this Section 3.8, the Issuer will not, and will
not cause or permit any Restricted Subsidiary to, enter into
any arrangement with any Person (other than with the Issuer
or a Restricted Subsidiary) providing for the leasing to the
Issuer or a Restricted Subsidiary for a period of more than
three years of any property or assets which has been, or is
to be, sold or transferred by the Issuer or such Restricted
Subsidiary (in the case of IMC-Agrico having a sales price
of $25 million or more) to such Person or to any Person
(other than the Issuer or a Restricted Subsidiary) and funds
have been or are to be advanced by such Person on the
security of the leased property unless (a) the Issuer or
such Restricted Subsidiary would be entitled to incur Debt
in a principal amount equal to or exceeding the value of
such sale and lease-back transaction (as determined in good
faith by the Administrative Managing General Partner),
secured by a Lien on the property to be leased, without
equally and ratably securing the Outstanding Senior Notes;
(b) since the date of the First Supplemental Indenture and
within a period commencing six months prior to the effective
date of such sale and lease-back transaction and ending six
months thereafter, the Issuer or any Restricted Subsidiary
has expended or will expend for any property (including
amounts expended for the acquisition, and for additions,
alterations, improvements and repairs thereto) an amount
equal to all or a portion of the net proceeds received from
such transaction and the Issuer elects to designate such
amount as a credit against the application of the
restrictions set forth in this Section 3.8 to such
transaction (with any such amount not being so designated to
be applied as set forth in (c) below); or (c) the Issuer,
during or immediately after the expiration of the 12 months
after the effective date of any such sale and lease-back
transaction, applies to the voluntary defeasance or
retirement of the Senior Notes and its other Senior
Indebtedness an amount equal to the greater of the net
proceeds of the sale or transfer of the property leased in
such transaction or the Attributable Debt as determined by
the Administrative Managing General Partner in an Officer's
Certificate delivered to the Trustee at the time of entering
into such transaction (in either case adjusted to reflect
the remaining term of the lease and any amount utilized by
the Issuer as set forth in (b) above), less an amount equal
to the principal amount of the Senior Notes delivered within
12 months after the date of such arrangement to the Trustee
for retirement and cancellation and excluding retirements of
Senior Notes and other Senior Indebtedness as a result of
conversions or pursuant to mandatory sinking fund or
mandatory prepayment provisions or by payment at maturity.
SECTION 3.9 Provision of Financial Information. So
long as the Senior Notes are Outstanding, the Issuer will
provide to the Trustee a copy of all the annual reports,
quarterly reports and other documents which the Issuer is
required to file with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, or any successor provision thereto. If, during any
reporting period, the Issuer is not required to file such
reports with the Commission, the Issuer will provide to the
Trustee the same financial reports concerning the Issuer as
if the Issuer were so required.
ARTICLE FOUR
EVENTS OF DEFAULT
For purposes of the Senior Notes, and for the benefit
of the Holders thereof, Section 5.1 of the Original
Indenture shall be amended (i) by amending and restating
clauses (d) and (e) of the definition of "Events of Default"
as set forth below, (ii) by substituting clause (f) of the
definition of "Events of Default" as set forth below for
clauses (f) and (g), (iii) by adding to such definition a
new clause (g) as set forth below and (iv) by adding
immediately after the first paragraph of Section 5.1 the
Insert set forth below; provided that the Trustee shall not
be deemed to have knowledge of any such amended or added
Event of Default unless and until either (a) a Responsible
Officer of the Trustee assigned to its Corporate Trust
Office shall have actual knowledge of such Event of Default
or (b) the Trustee shall have received written notice
thereof mailed or delivered to its Corporate Trust Office
from the Issuer, from any Holder or from the holder of any
Debt of the Issuer or any agent or representative thereof,
including the trustee under any such mortgage, indenture or
other instrument which is the subject of such Event of
Default. Such amended and additional Events of Default
shall apply only to the Senior Notes except to the extent
specifically made applicable to any other series of
Securities by the Board Resolutions, Officer's Certificate
or supplemental indenture establishing such series of
Securities as provided for in Section 2.3 of the Original
Indenture.
"(d) a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of
the Issuer or any Restricted Subsidiary in an
involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official)
of the Issuer or any Restricted Subsidiary or for any
substantial part of its or their property or ordering
the winding up or liquidation of its or their affairs,
and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or"
"(e) the Issuer or any Restricted Subsidiary shall
commence a voluntary case under any applicable
bankruptcy, insolvency or similar law now or hereafter
in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or any
Restricted Subsidiary or for any substantial part of
its or their property, or make any general assignment
for the benefit of creditors; or"
"(f) failure to pay Debt of the Issuer for money
borrowed (other than non-recourse Debt) at maturity (or
upon any redemption), after any grace period, or a
default resulting in the acceleration of the maturity
of any other Debt of the Issuer for money borrowed
(other than non-recourse Debt), in either case
involving Debt in an aggregate principal amount equal
to or exceeding $25 million and such Debt has not been
paid or such acceleration has not been rescinded or
annulled within 30 days after such grace period or
acceleration as the case may be; or"
"(g) the rendering of a final judgment or
judgments against the Issuer or any Restricted
Subsidiary in an aggregate amount equal to or in excess
of $25 million, and any such judgments are not vacated,
discharged or stayed or bonded pending appeal within 60
days after the judgment becomes final and
nonappealable; or"
Insert: "If an Event of Default described in clause
(d) or clause (e) shall occur, the entire principal of the
Senior Notes and the interest accrued thereon, if any, will
ipso facto become immediately due and payable, without any
declaration or other act on the part of the Trustee or any
Holder of the Senior Notes."
ARTICLE FIVE
CONSOLIDATION, MERGER AND SALE OF ASSETS
For purposes of the Senior Notes, and solely for the
benefit of the Holders thereof, Article Nine of the Original
Indenture shall be amended by deleting Section 9.1 of the
Original Indenture and substituting therefor the following
provisions. Such amended provisions shall apply only to the
Senior Notes except to the extent specifically made
applicable to any other series of Securities by the Board
Resolutions, Officer's Certificate or supplemental indenture
establishing such series of Securities as provided for in
Section 2.3 of the Original Indenture.
"SECTION 9.1 Consolidation, Merger and Sale of Assets.
The Issuer may, without the consent of the holders of the
Senior Notes, consolidate with, or sell, lease, or convey,
all or substantially all of its assets to, or merge with or
into, any other Person provided that: (a) either the Issuer
shall be the continuing entity, or the successor entity (if
other than the Issuer) formed by or resulting from any such
consolidation or merger or which shall have received the
transfer of such assets is organized under the laws of any
domestic jurisdiction (the "Successor Company") and assumes
the Issuer's obligations to pay principal of (and premium or
make whole amount, if any) and interest on all of the Senior
Notes and the due and punctual performance and observance of
all of the covenants and conditions contained in the
Indenture;(b) immediately after giving effect to such
transaction and treating any indebtedness that becomes an
obligation of the Issuer or any Subsidiary as a result
thereof as having been incurred by the Issuer or such
Subsidiary at the time of such transaction, no Event of
Default under the Indenture, and no event which, after
notice or the lapse of time, or both, would become such an
Event of Default, shall have occurred and be continuing; (c)
if, as a result of any such transaction, property or assets
of the Issuer or a Restricted Subsidiary would become
subject to a Lien prohibited by Section 3.7, the Issuer
shall have secured the Senior Notes as required by said
covenant; and (d) an Officers' Certificate and Opinion of
Counsel covering such conditions shall be delivered to the
Trustee.
ARTICLE SIX
DEFEASANCE
For purposes of the Senior Notes, and solely for the
benefit of the Holders thereof, Section 10.1(B) of the
Original Indenture shall be replaced in its entirety by the
following provisions. Such provisions shall apply only to
the Senior Notes except to the extent specifically made
applicable to any other series of Securities by the Board
Resolutions, Officer's Certificate or supplemental indenture
establishing such series of Securities as provided for in
Section 2.3 of the Indenture.
"(B) In addition to discharge of the Indenture pursuant
to the next preceding paragraph, in the case of the Senior
Notes,
(x) the Issuer shall be deemed to have paid and
discharged the entire indebtedness on all the Senior Notes
on the 91st day after the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture
with respect to the Senior Notes shall no longer be in
effect (except an to (i) rights of registration of transfer
and exchange of Senior Notes and the Issuer's right of
optional redemption, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Senior Notes, (iii)
rights of Holders of Senior Notes to receive payments of
principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration), (iv)
the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Senior
Notes as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of then
and (vi) the obligations of the Issuer under Section 3.2),
such result being referred to herein as a "defeasance", and
the Trustee, at the expense of the Issuer, shall at the
Issuer's request, execute proper instruments acknowledging
the same, if the Issuer notifies the Trustee that the
provisions of this Section 10.1(B) are being complied with
solely to effect a defeasance and if
(a) with reference to this provision the Issuer
has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Senior
Notes (i) cash in an amount, or (ii) U.S. Government
Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the
availability of cash or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee,
to pay the principal and interest on all Senior Notes
on the date of maturity thereof or on a specified date
prior to their maturity, if such date is one upon which
the Senior Notes may be optionally redeemed in
accordance with their terms and if the Issuer has made
arrangements with the Trustee satisfactory to the
Trustee for the optional redemption of all of the
Senior Notes on such specified date;
(b) such deposit will not result in a breach or
violation of, or constitute a default under, any
agreement or instrument to which the Issuer is a party
or by which it is bound;
(c) no Event of Default or event that with the
passing of time or the giving of notice, or both, shall
constitute such an Event of Default shall have occurred
and be continuing;
(d) the Issuer has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the
Issuer has received from, or there has been published
by, the Internal Revenue Service a ruling or (y) since
the date hereof, there has been a change in the
applicable Federal income tax law, in either case to
the effect that, and such opinion shall confirm that,
the Holders of the Senior Notes will not recognize
income, gain or loss for Federal income tax purposes as
a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance
and discharge had not occurred;
(e) the Issuer has delivered to the Trustee an
Opinion of Counsel stating that such deposit will not
cause the Trustee or the trust so created to be subject
to the Investment Company Act of 1940; and
(f) the Issuer has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for
relating to the defeasance contemplated by this
provision have been complied with; and
(y) the Issuer shall be permitted to (i) omit to
comply with the covenants added to the Indenture by Article
Three of the First Supplemental Indenture and (ii) be no
longer subject to the Events of Default with respect to the
Senior Notes specified in clauses (c) (to the extent clause
(c) relates to the covenants added by Article Three of the
First Supplemental Indenture), (f) and (g) of the definition
of "Events of Default" contained in Section 5.1 of the
Indenture ("Defeasible Events"), as of the 91st day after
the date of the deposit referred to in subparagraph (a)
below, such result being referred to herein as a "covenant
defeasance", (it being understood that, notwithstanding such
covenant defeasance, the obligation of the Issuer to pay and
the rights of Holders of the Senior Notes to receive
payments of principal thereof and interest thereon, upon the
original stated due dates therefor, pursuant to Section 3.1
of the Indenture and the other Events of Default not
specified in this clause (y) of Section 10.1(B) shall remain
in full force and effect); and the Trustee, at the expense
of the Issuer, shall at the Issuer's request, execute proper
instruments acknowledging the same, if the Issuer notifies
the Trustee that the provisions of this Section 10.1(B) are
being complied with solely to effect a covenant defeasance
and if
(a) with reference to this provision the Issuer
has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Senior
Notes (i) cash in an amount, or (ii) U.S. Government
Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the
availability of cash or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee,
to pay the principal and interest on all Senior Notes
on the date of maturity thereof or on a specified date
prior to their maturity, if such date is one upon which
the Senior Notes may be optionally redeemed in
accordance with their terms and if the Issuer has made
arrangements with the Trustee satisfactory to the
Trustee for the optional redemption of all of the
Senior Notes on such specified date;
(b) such deposit will not result in a breach or
violation of, or constitute a default under, any
agreement or instrument to which the Issuer is a party
or by which it is bound;
(c) no Event of Default (other than an Event of
Default related to a Defeasible Event) or event that
with the passing of time or the giving of notice, or
both, shall constitute such an Event of Default shall
have occurred and be continuing;
(d) the Issuer has delivered to the Trustee an
Opinion of Counsel to the effect that, and such opinion
shall confirm that, the Holders of the Senior Notes
will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to Federal
income tax on the same amount and in the same manner
and at the same times, as would have been the case if
such deposit, defeasance and discharge had not
occurred;
(e) the Issuer has delivered to the Trustee an
opinion of Counsel stating that such deposit will not
cause the Trustee or the trust so created to be subject
to the Investment Company Act of 1940; and
(f) the Issuer has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for
relating to the defeasance contemplated by this
provision have been complied with.
ARTICLE SEVEN
MISCELLANEOUS
SECTION 7.1. Paying Agent, Trustee Agent and
Registrar. The Issuer hereby appoints the Trustee as paying
agent, transfer agent and registrar for the Senior Notes and
the agency where notices and demands to or upon the Issuer
in respect of the Senior Notes or the Indenture may be
served.
SECTION 7.2. Governing Law. This First Supplemental
Indenture and each Senior Note shall be deemed to be a
contract under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws
of such State, except as may otherwise be required by
mandatory provisions of law.
SECTION 7.3. Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
SECTION 7.4. Trustee Disclaimer. The recitals
contained herein shall be taken as the statements of the
Issuer and the Trustee assumes no responsibility for the
correctness of same. The Trustee makes no representations
as to the validity of this First Supplemental Indenture.
IN WITNESS WHEREOF the parties hereto have caused this
First Supplemental Indenture to be duly executed, and the
appropriate corporate seals to be hereunto affixed and
attested, all as of February 14, 1996.
FREEPORT-McMoRan RESOURCE PARTNERS,
LIMITED PARTNERSHIP
By: Freeport-McMoRan Inc.
(Administrative Managing General Partner)
By: ________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
[CORPORATE SEAL]
Attest:
By: _________________________
Title:
CHEMICAL BANK, as Trustee
By: _______________________________
Name:
Title:
[CORPORATE SEAL]
Attest:
By: ___________________________
Title:
STATE OF LOUISIANA )
) ss:
PARISH OF ORLEANS )
On this _____ of February, 1996, before me
personally came Xxxxxxx X. Xxxxxxxx, to me personally known,
who, being by me duly sworn, did depose and say that he
resides at 0000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx
00000, that he is the Executive Vice President of Freeport-
McMoRan Inc., one of the corporations which executed the
above instrument in its capacity as Administrative Managing
General Partner of Freeport-McMoRan Resource Partners,
Limited Partnership; that he knows the corporate seal of
said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
[NOTARIAL SEAL]
____________________________
Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this ____ of February, 1996 before me
personally came ________, to me personally known, who, being
by me duly sworn, did depose and say that he resides at
____________, that he is a __________ of Chemical Bank, one
of the corporations which executed the above instrument;
that he knows the seal of said corporation; that the seal
affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.
[NOTARIAL SEAL]
___________________________
Notary Public
EXHIBIT A
[form of face of Registered Global Security]
Unless and until this Senior Note is exchanged
in whole or in part for Senior Notes in definitive
registered form, this Senior Note may not be transferred
except as a whole by the Depositary (as defined in the
Indenture (as defined below)) to the nominee of the
Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.
Unless this Senior Note is presented by an
authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Issuer (as defined
below) or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
7% SENIOR NOTES DUE 2008
No. $____________
CUSIP
Freeport-McMoRan Resource Partners, Limited
Partnership, a limited partnership organized and existing
under the laws of the State of Delaware (hereinafter called
the "Issuer," which term shall include any successor
corporation as defined in the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the sum of _______ Dollars on
February 15, 2008, in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts, and to
pay to the registered holder hereof as hereinafter provided
interest thereon in like coin or currency, from February 21,
1996 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually
on February 15 and August 15 in each year, commencing August
15, 1996 at the rate of 7% per annum, until the principal
hereof is paid or made available for payment. The interest
so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture, be paid to the
Person in whose name this Senior Note is registered at the
close of business on the Regular Record Date for such
interest, which shall be January 31 or July 31 (whether or
not a Business Day), as the case may be, next preceding such
Interest Payment Date. Interest on this Senior Note shall
be computed on the basis of a 360-day year consisting of
twelve 30-day months. Both principal of and interest on
this Senior Note are payable at the principal corporate
trust office of the Trustee in the Borough of Manhattan, The
City of New York, New York; provided, however, that payment
of interest may be made, at the option of the Issuer, by
check mailed to the address of the person entitled thereto
as such address shall appear on the Senior Note register.
ADDITIONAL PROVISIONS OF THIS SENIOR NOTE ARE CONTAINED ON
THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.
This Senior Note shall not be entitled to any
benefit under the Indenture hereinafter referred to, or
become valid or obligatory for any purpose, until the
Trustee under the Indenture shall have signed the form of
certificate of authentication endorsed hereon.
In Witness Whereof, Freeport-McMoRan Resource
Partners, Limited Partnership has caused this Instrument to
be signed in its name by its Administrative Managing General
Partner, under the corporate seal (or a facsimile thereof)
of the Administrative Managing General Partner attested by
its Secretary or an Assistant Secretary.
Dated
Freeport-McMoRan Resource Partners,
Limited Partnership
By: Freeport McMoRan Inc.
(Administrative Managing General Partner)
By:___________________________________
Name:_________________________________
Title:________________________________
[Corporate Seal]
Attest:
Secretary.
[Form of reverse of Registered Global Security]
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
7% SENIOR NOTE DUE 2008
This Senior Note is one of a duly authorized
issue of Senior Notes of the Issuer known as its 7% Senior
Notes due 2008 (herein called the "Senior Notes"), limited
to the aggregate principal amount of $150,000,000, all
issued under and equally entitled to the benefits of a
Senior Indenture (herein, together with any amendments and
supplements thereto, including without limitation the form
and terms of Securities issued pursuant thereto, called the
"Indenture"), dated as of February 1, 1996, executed by the
Issuer to Chemical Bank (herein, together with any successor
thereto, called the "Trustee"), as Trustee, to which
Indenture reference is hereby made for a statement of the
rights thereunder of the Trustee and of the registered
holders of the Senior Notes and of the duties thereunder of
the Trustee and the Issuer.
The Senior Notes will be redeemable as a whole
or in part, at the option of the Issuer at any time, at a
redemption price equal to the greater of (i) 100% of their
principal amount and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus 30 basis points, plus in
each case accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any
redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United
States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the
remaining term of the Senior Notes that would be utilized,
at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of
the Senior Notes. "Independent Investment Banker" means
Xxxxxx Brothers Inc. or, if such firm is unwilling or unable
to select the Comparable Treasury Issue, an independent
investment banking institution of national standing
appointed by the Issuer.
"Comparable Treasury Price" means, with
respect to any redemption date, (i) the average of the bid
and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal
amount) on the third Business Day preceding such redemption
date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of
New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such
prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains
fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations.
"Reference Treasury Dealer Quotations" means,
with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date.
"Reference Treasury Dealer" means each of
Xxxxxx Brothers, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Salomon Brothers Inc and their respective
successors; provided however, that if any of the foregoing
cease to be a primary U.S. Government Securities dealer in
New York City (a "Primary Treasury Dealer"), the Issuer
shall substitute therefor another Primary Treasury Dealer.
Holders of Senior Notes to be redeemed will
receive notice thereof by first-class mail at least 30 and
not more than 60 days prior to the date fixed for
redemption.
The Indenture permits the Issuer to issue
unsecured debentures, notes and/or other evidences of
indebtedness in one or more series ("Securities") up to such
principal amount or amounts as may be authorized in
accordance with the terms of the Indenture.
To the extent permitted by, and as provided
in, the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Issuer
and of the holders of the Senior Notes may be made with the
consent of the Issuer and with the consent of the holders of
not less than a majority in principal amount of the
Securities of any series then outstanding under the
Indenture which is affected by the modification or amendment
thereto; provided, however, that without the consent of the
holder hereof no such modification or alteration shall be
made which will affect the terms of payment of the principal
of or interest on this Senior Note.
In case an Event of Default as defined in the
Indenture, shall occur, the principal of all the Senior
Notes at any such time outstanding under the Indenture may
be declared or may become due and payable, upon the
conditions and in the manner and with the effect provided in
the Indenture. The Indenture provides that such declaration
may in certain events be rescinded by the holders of a
majority in principal amount of the Senior Notes
outstanding.
The Indenture provides that no holder of any
Senior Note may enforce any remedy under the Indenture
except in the case of refusal or neglect of the Trustee to
act after notice of default and after request by the holders
of 25% in principal amount of the outstanding Senior Notes
in certain events and the offer to the Trustee of security
and indemnity satisfactory to it; provided, however, that
such provision shall not prevent the holder hereof from
enforcing payment of the principal of or interest on this
Senior Note.
The transfer of this Senior Note is
registrable by the registered holder hereof, in person or by
duly authorized attorney, at the agency of the Issuer in the
Borough of Manhattan, The City of New York, New York, on
books of the Issuer to be kept for that purpose at said
agency, upon surrender and cancellation of this Senior Note
and on presentation of a duly executed written instrument of
transfer, and thereupon a new Senior Note or Senior Notes,
of the same aggregate principal amount and in authorized
denominations, will be issued to the transferee or
transferees in exchange herefor; and this Senior Note, with
or without other Senior Notes, may in like manner be
exchanged for one or more new Senior Notes of other
authorized denominations but of the same aggregate principal
amount; all subject to the terms and conditions set forth in
the Indenture.
The Issuer, the Trustee, any paying agent and
any registrar of the Senior Notes may deem and treat the
person in whose name this Senior Note is registered as the
absolute owner hereof for all purposes whatsoever, and
neither the Issuer nor the Trustee nor any paying agent nor
any registrar of the Senior Notes shall be affected by any
notice to the contrary.
No recourse under or upon any obligation,
covenant or agreement contained in the Indenture, or in any
Senior Note, or because of any indebtedness evidenced
thereby, shall be had against any partner of the Issuer or
any incorporator, as such or against any past, present or
future stockholder, officer or director, as such, of the
Issuer, of any partner of the Issuer or of any successor,
either directly or through the Issuer or any successor,
under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the
Senior Notes by the Holders thereof and as part of the
consideration for the issue of the Senior Notes appertaining
thereto.
All terms used in this Senior Note which are
defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Form of Trustee's Certificate of Authentication
This is one of the Securities of the series
designated herein referred to in the within- mentioned
Senior Indenture.
CHEMICAL BANK, Trustee,
By
Authorized Officer.
